EXHIBIT 6(A)
THE MICHIGAN HERITAGE FUND
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 19th
day of February, 1997 by and among DECLARATION TRUST (the "Trust") a
Pennsylvania Business Trust, on behalf of THE MICHIGAN HERITAGE FUND (the
"Fund"), a series of the Trust and ▇▇▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC. (the
"Advisor"), a Michigan corporation, and DECLARATION DISTRIBUTORS, INC.
(the "Distributor"), a Pennsylvania corporation.
WITNESSETH THAT:
WHEREAS, the Trust an open-end, diversified, management investment
company is registered under the Investment Company Act of 1940, as amended
(the "1940 Act") and its shares are registered under the Securities Act of
1933, as amended (the "1933 Act") and
WHEREAS, the Trust, a series investment company, may issue its shares
in one or more series and
WHEREAS, Fund has been created as a separate series of the Trust and
the shares that will be issued by the Trust with respect to the Fund may be
issued in separate classes (hereafter the "Portfolio" or "Portfolios") and
WHEREAS, the Advisor has been appointed investment advisor with respect
to the Fund;
WHEREAS, the Distributor is a broker-dealer registered with the U.S.
Securities and Exchange Commission (the "SEC") and is a member, in good
standing, of the National Association of Securities Dealers, Inc. (the
"NASD");
WHEREAS, the Trust has adopted a plan of distribution with respect to
the Fund (the "Distribution Plan") pursuant to Rule 12b-1 under the 1940
Act relating to the payment from the Fund assets of distribution expenses;
and
WHEREAS, the Trust, the Advisor and the Distributor desire to enter
into this Agreement pursuant to which the Distributor will provide
distribution services for the Portfolios of the Fund with respect to the
Fund Shares identified on Schedule A, as may be amended from time to time,
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust with respect to the Fund, the
Advisor and the Distributor, all intending to be legally bound hereby,
agree as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Trust hereby appoints the
Distributor as its exclusive agent for the distribution of the Fund's
Shares, and the Distributor hereby accepts such appointment under the terms
of this Agreement. The Trust shall not sell any Fund Shares to any person
except to fill orders for the Fund Shares received through the Distributor;
provided, however, that the foregoing exclusive right shall not apply: (i)
to Fund Shares issued or sold in connection with the merger or
consolidation of any other investment company with the Trust or the
acquisition by purchase or otherwise of all or substantially all of the
assets of any investment company or substantially all of the outstanding
shares of any such company by the Trust; (ii) to Shares which may be
offered by the Trust to Fund shareholders for reinvestment of cash
distributed from capital gains realized or net investment income of the
Fund; or (iii) to Shares which may be issued to shareholders of other funds
who exercise any exchange privilege set forth in the Fund's Prospectus.
Notwithstanding any other provision hereof, the Trust may terminate,
suspend, or withdraw the offering of the Fund Shares whenever, in its sole
discretion, it deems such action to be desirable, and the Distributor shall
process no further orders for Fund Shares after it receives notice of such
termination, suspension or withdrawal.
2. FUND DOCUMENTS. The Trust has provided the Distributor with
properly certified or authenticated copies of the following Trust related
documents in effect on the date hereof: the Trust's organizational
documents, including Trust Indenture and By-Laws; the Trust's Registration
Statement on Form N-1A, including all exhibits thereto; the Fund's most
current Prospectus and Statement of Additional Information; and resolutions
of the Trust's Board of Trustees authorizing the appointment of the
Distributor and approving this Agreement. The Trust shall promptly provide
to the Distributor copies, properly certified or authenticated, of all
amendments or supplements to the foregoing. The Trust shall provide to the
Distributor copies of all other information which the Distributor may
reasonably request for use in connection with the distribution of Fund
Shares, including, but not limited to, a certified copy of all Trust
financial statements relating to the Fund prepared by the Trust's
independent public accountants. The Trust shall also supply the
Distributor with such number of copies of the current Fund Prospectus,
Statement of Additional Information and shareholder reports as the
Distributor shall reasonably request.
3. DISTRIBUTION SERVICES. The Distributor shall sell and repurchase
Fund Shares as set forth below, subject to the registration requirements of
the 1933 Act and the rules and regulations thereunder, and the laws
governing the sale of securities in the various states ("Blue Sky Laws"):
a. The Distributor, as agent for the Fund, shall sell Fund Shares
to the public against orders therefor at the public offering price,
which shall be the net asset value of the Shares then in effect.
b. The net asset value of the Fund Shares shall be determined in
the manner provided in the then current Fund Prospectus and Statement
of Additional Information. The net asset value of the Fund Shares
shall be calculated by the Trust or by another entity on behalf of the
Trust. The Distributor shall have no duty to inquire into or liability
for the accuracy of the net asset value per Share as calculated.
c. Upon receipt of purchase instructions, the Distributor shall
transmit such instructions to the Trust or its transfer agent for
registration of the Fund Shares purchased.
d. The Distributor shall also have the right to take, as agent for
the Trust, all actions which, in the Distributor's judgment, are
necessary to effect the distribution of Fund Shares.
e. Nothing in this Agreement shall prevent the Distributor or any
"affiliated person" of the Distributor from buying, selling or trading
any securities for its or their own account or for the accounts of
others for whom it or they may be acting; provided, however, that the
Distributor expressly agrees that it shall not, for its own account,
purchase any Shares of the Fund except for investment purposes and that
it shall not for its own account sell any such Shares except for
redemption of such Shares by the Fund, and that it shall not undertake
activities which, in its judgment, would adversely affect the
performance of its obligations to the Trust on behalf of the Fund under
this Agreement.
f. The Distributor, as agent for the Trust with respect to the
Fund, shall repurchase Fund Shares at such prices and upon such terms
and conditions as shall be specified in the Fund's Prospectus.
4. DISTRIBUTION SUPPORT SERVICES. In addition to the sale and
repurchase of Shares, the Distributor shall perform the distribution
support services set forth on Schedule B attached hereto, as may be amended
from time to time. Such distribution support services shall include:
review and submission to the NASD of sales and marketing literature; NASD
required recordkeeping; and quarterly reports to the Trust's Board of
Trustees. Such distribution support services may also include: fulfillment
services, including telemarketing, printing, mailing and follow-up
tracking of sales leads; and licensing Advisor or Trust personnel as
registered representatives of the Distributor and related supervisory
activities.
5. REASONABLE EFFORTS. The Distributor shall use all reasonable
efforts in connection with the distribution of Fund Shares. The
Distributor shall have no obligation to sell any specific number of Shares
and shall only sell Shares against orders received therefor. The Trust
shall retain the right to refuse at any time to sell any Fund Shares for
any reason deemed adequate by it.
6. COMPLIANCE. In furtherance of the distribution services being
provided hereunder, the Distributor, the Trust, and the Advisor agree as
follows:
a. The Distributor shall comply with the Rules of Fair Practice of
the NASD and the securities laws of any jurisdiction in which it sells,
directly or indirectly, Fund Shares.
b. The Distributor shall require each dealer with whom the
Distributor has a selling agreement to conform to the applicable
provisions of the Fund's current Prospectus and Statement of Additional
Information, with respect to the public offering price of the Shares.
c. The Trust agrees to furnish to the Distributor sufficient
copies of any agreements, plans, communications with the public or
other materials it intends to use in connection with any sales of Fund
Shares in a timely manner in order to allow the Distributor to review,
approve and file such materials with the appropriate regulatory
authorities and obtain clearance for use. The Trust agrees not to use
any such materials until so filed and cleared for use by appropriate
authorities and the Distributor.
d. The Distributor, at its own expense, shall qualify and maintain
its qualification as a broker or dealer, or otherwise, under all
applicable Federal or state laws required to permit the sale of Fund
Shares in such states as shall be mutually agreed upon by the parties;
provided, however that the Distributor shall have no obligation to
register as a broker or dealer under the Blue Sky Laws of any
jurisdiction if it determines that registering or maintaining
registration in such jurisdiction would be uneconomical.
Notwithstanding any other terms of the paragraph, the Distributor
represents it is currently registered to do business in the State of
Michigan, and will continue to maintain said registration until this
agreement is terminated.
e. The Distributor shall not, in connection with any sale or
solicitation of a sale of the Fund Shares, make or authorize any
representative, service organization, broker or dealer to make, any
representations concerning the Shares except those contained in the
Fund's current Prospectus covering the Shares and in communications
with the public or sales materials approved by the Distributor as
information supplemental to such Prospectus.
7. EXPENSES. Expenses shall be allocated as follows:
a. The Trust on behalf of the Fund shall bear the following
expenses: preparation, setting in type, and printing of sufficient
copies of the Fund Prospectus and Statement of Additional Information
for distribution to existing shareholders; preparation and printing of
reports and other communications to existing shareholders; distribution
of copies of the Prospectus, Statement of Additional Information and
all other communications to existing shareholders; registration of Fund
Shares under the Federal securities laws; qualification of the Fund
Shares for sale in the jurisdictions mutually agreed upon by the Trust
and the Distributor; transfer agent/shareholder servicing agent
services; supplying information, prices and other data to be furnished
by the Trust under this Agreement; and any original issue taxes or
transfer taxes applicable to the sale or delivery of the Shares or
certificates therefor.
b. The Advisor shall pay all other expenses incident to the sale
and distribution of the Shares sold hereunder, including, without
limitation: printing and distributing copies of the Prospectus,
Statement of Additional Information and reports prepared for use in
connection with the offering of Shares for sale to the public;
advertising in connection with such offering, including public
relations services, sales presentations, media charges, preparation,
printing and mailing of advertising and sales literature; data
processing necessary to support a distribution effort; distribution and
shareholder servicing activities of broker-dealers and other financial
institutions; filing fees required by regulatory authorities for sales
literature and advertising materials; any additional out-of-pocket
expenses incurred in connection with the foregoing and any other costs
of distribution.
8. COMPENSATION. For the distribution and distribution support
services provided by the Distributor pursuant to the terms of the
Agreement, the Trust shall pay to the Distributor out of Fund assets the
compensation set forth in Schedule A attached hereto, which schedule may be
amended from time to time. To the extent that the 12b-1 fee is inadequate
to pay the Distributor's compensation when such compensation becomes due
and payable, the Advisor shall be responsible for and shall pay to the
Distributor the difference between the amount of the 12b-1 fee that may be
paid and the total compensation due to the Distributor. The Distributor
shall also be reimbursed for its out-of-pocket expenses related to the
performance of its duties hereunder, including, without limitation,
telecommunications charges, postage and delivery charges, record retention
costs, reproduction charges and traveling and lodging expenses (subject to
pre-approval by Mr. C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ unless such travel is required for
compliance purposes or other required travel to perform Distributor duties
under this Agreement) incurred by officers and employees of the
Distributor. The Distributor's monthly invoices for distribution fees and
out-of-pocket expenses shall be paid to the Distributor within five days of
month-end. If this Agreement becomes effective subsequent to the first day
of the month or terminates before the last day of the month, the
Distributor shall be paid a distribution fee that is prorated for that part
of the month in which this Agreement is in effect. All rights of
compensation and reimbursement under this Agreement for services performed
by the Distributor as of the termination date shall survive the termination
of this Agreement.
9. USE OF DISTRIBUTOR'S NAME. The Trust shall not use the name of the
Distributor or any of its affiliates in the Fund Prospectus, Statement of
Additional Information, sales literature or other material relating to the
Fund in a manner not approved prior thereto in writing by the Distributor;
provided, however, that the Distributor shall approve all uses of its own
and its affiliates' names that merely refer, in accurate terms, to their
appointments or that are required by the Securities and Exchange Commission
(the "SEC") or any state securities commission; and further provided, that
in no event shall such approval be unreasonably withheld.
10. USE OF FUND'S NAME. Neither the Trust, the Distributor nor any of
its affiliates shall use the name of the Fund or material relating to the
Fund on any forms (including any checks, bank drafts or bank statements)
for other than internal use in a manner not approved prior thereto by the
Advisor; provided, however, that the Advisor shall approve all uses of the
Fund's name that merely refer in accurate terms to the appointment of the
Distributor hereunder or that are required by the SEC or any state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
11. LIABILITY OF DISTRIBUTOR. The duties of the Distributor shall be
limited to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Distributor hereunder. The
Distributor shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except to the extent of loss resulting from
willful misfeasance, bad faith, negligence, or reckless disregard of its
obligations and duties under this Agreement. As used in this Section 11
and in Section 12 (except the second paragraph of Section 12), the term
"Distributor" shall include directors, officers, employees and other agents
of the Distributor.
12. INDEMNIFICATION OF DISTRIBUTOR. The Trust out of Fund assets
shall indemnify and hold harmless the Distributor against any and all
liabilities, losses, damages, claims and expenses (including, without
limitation, reasonable attorneys' fees and disbursements and investigation
expenses incident thereto) which the Distributor may incur or be required
to pay hereafter, in connection with any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or
legislative body, in which the Distributor may be involved as a party or
otherwise or with which the Distributor may be threatened, by reason of the
offer or sale of the Fund shares prior to the effective date of this
Agreement.
Any director, officer, employee, shareholder or agent of the
Distributor who may be or become an officer, Trustee, employee or agent of
the Trust shall be deemed, when rendering services to the Trust on behalf
of the Fund or acting on any business of the Trust for the Fund (other than
services or business in connection with the Distributor's duties
hereunder), to be rendering such services to or acting solely for the Trust
with respect to the Fund and not as a director, officer, employee,
shareholder or agent, or one under the control or direction of the
Distributor, even though receiving a salary from the Distributor.
The Trust with respect to the Fund agrees to indemnify and hold
harmless the Distributor, and each person, who controls the Distributor
within the meaning of Section 15 of the 1933 Act, or Section 20 of the
Securities Exchange Act of 1934, as amended ("1934 Act"), against any and
all liabilities, losses, damages, claims and expenses, joint or several
(including, without limitation, reasonable attorneys' fees and
disbursements and investigation expenses incident thereto) to which they,
or any of them, may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other Federal or state laws or regulations, at common law or
otherwise, insofar as such liabilities, losses, damages, claims and
expenses (or actions, suits or proceedings in respect thereof) arise out of
or relate to any untrue statement or alleged untrue statement of a material
fact contained in a Prospectus, Statement of Additional Information,
supplement thereto, sales literature or other written information prepared
with respect to the Fund and provided by the Trust with respect to the Fund
to the Distributor for the Distributor's use hereunder, or arise out of or
relate to any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading. The Distributor (or any person controlling the
Distributor) shall not be entitled to indemnity hereunder for any
liabilities, losses, damages, claims or expenses (or actions, suits or
proceedings in respect thereof) resulting from (i) an untrue statement or
omission or alleged untrue statement or omission made in the Prospectus,
Statement of Additional Information, or supplement, sales or other
literature, in reliance upon and in conformity with information furnished
in writing to the Trust with respect to the Fund by the Distributor
specifically for use therein or (ii) the Distributor's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations in the performance of this Agreement.
The Distributor agrees to indemnify and hold harmless the Trust with
respect to the Fund, and each person who controls the Trust within the
meaning of Section 15 of the 1933 Act, or Section 20 of the 1934 Act,
against any and all liabilities, losses, damages, claims and expenses,
joint or several (including, without limitation reasonable attorneys' fees
and disbursements and investigation expenses incident thereto) to which
they, or any of them, may become subject under the 1933 Act, the 1934 Act,
the 1940 Act or other Federal or state laws, at common law or otherwise,
insofar as such liabilities, losses, damages, claims or expenses arise out
of or relate to any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus or Statement of Additional
Information or any supplement thereto, or arise out of or relate to any
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, if based upon information furnished orally or in writing to the
Trust respecting the Fund or any public purchaser of Fund securities by the
Distributor.
A party seeking indemnification hereunder (the "Indemnitee") shall give
prompt written notice to the party from whom indemnification is sought
("Indemnitor") of a written assertion or claim of any threatened or pending
legal proceeding which may be subject to indemnity under this Section;
provided, however, that failure to notify the Indemnitor of such written
assertion or claim shall not relieve the Indemnitor of any liability
arising from this Section. The Indemnitor shall be entitled, if it so
elects, to assume the defense of any suit brought to enforce a claim
subject to this Indemnity and such defense shall be conducted by counsel
chosen by the Indemnitor and satisfactory to the Indemnitee; provided,
however, that if the defendants include both the Indemnitee and the
Indemnitor, and the Indemnitee shall have reasonably concluded that there
may be one or more legal defenses available to it which are different from
or additional to those available to the Indemnitor ("conflict of
interest"), the Indemnitor shall not have the right to elect to defend such
claim on behalf of the Indemnitee, and the Indemnitee shall have the right
to select separate counsel to defend such claim on behalf of the
Indemnitee. In the event that the Indemnitor elects to assume the defense
of any suit pursuant to the preceding sentence and retains counsel
satisfactory to the Indemnitee, the Indemnitee shall bear the fees and
expenses of additional counsel retained by it, except for reasonable
investigation costs which shall be borne by the Indemnitor. If the
Indemnitor (i) does not elect to assume the defense of a claim, (ii) elects
to assume the defense of a claim but chooses counsel that is not
satisfactory to the Indemnitee or (iii) has no right to assume the defense
of a claim because of a conflict of interest, the Indemnitor shall advance
or reimburse the Indemnitee, at the election of the Indemnitee, reasonable
fees and disbursements of any counsel retained by Indemnitee, including
reasonable investigation costs providing such fees and expenses are
reimbursable to the Indemnitee according to the terms of this Agreement.
13. DUAL EMPLOYEES. The Advisor agrees that only its employees who
are registered representatives of the Distributor ("dual employees") shall
engage in the offer, sale, and distribution of Fund Shares of the
Portfolios and further agrees that the activities of any such employees as
registered representatives of the Distributor shall be limited the to
offer, sale, and distribution of Fund Shares. If there are dual employees,
one employee of the Advisor shall register as a principal of the
Distributor and assist the Distributor in monitoring the marketing and
sales activities of the dual employees. The Advisor shall maintain errors
and omissions and fidelity bond insurance policies providing reasonable
coverage for its employees activities and shall provide copies of such
policies to the Distributor. The Advisor shall indemnify and hold harmless
the Distributor against any and all liabilities, losses, damages, claims
and expenses (including reasonable attorneys' fees and disbursements and
investigation costs incident thereto) arising from or related to the
Advisor's employees' activities as registered representatives of the
Distributor, including, without limitation, any and all such liabilities,
losses, damages, claims and expenses arising from or related to the breach
by such dual employees of any rules or regulations of the NASD or SEC.
14. FORCE MAJEURE. The Distributor shall not be liable for any delays
or errors occurring by reason of circumstances not reasonably foreseeable
and beyond its control, including, but not limited, to acts of civil or
military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot or failure of
communication or power supply. In the event of equipment breakdowns which
are beyond the reasonable control of the Distributor and not primarily
attributable to the failure of the Distributor to reasonably maintain or
provide for the maintenance of such equipment, the Distributor shall, at no
additional expense to the Trust or the Fund, take reasonable steps in good
faith to minimize service interruptions, but shall have no liability with
respect thereto.
15. SCOPE OF DUTIES. The Distributor, the Trust, and the Advisor
shall regularly consult with each other regarding the Distributor's
performance of its obligations and its compensation under the foregoing
provisions. In connection therewith, the Trust and the Fund shall submit
to the Distributor at a reasonable time in advance of filing with the SEC,
copies of any amendments or supplements to the registration statement of
the Trust relating to the Fund (including exhibits) under the 1940 Act and
the 1933 Act, and at a reasonable time in advance of their proposed use,
copies of any amended or supplemented forms relating to any plan, program
or service offered with respect to the Fund. Any change in such materials
that would require any change in the Distributor's obligations under the
foregoing provisions shall be subject to the Distributor's approval. In
the event that a change in such documents or in the procedures contained
therein increases the cost or burden to the Distributor of performing its
obligations hereunder, the Distributor shall be entitled to receive
additional reasonable compensation therefore either from the Fund in the
form of a 12b-1 payment or by the Advisor to the extent that 12b-1 fees are
not available.
16. DURATION. This Agreement shall become effective as of the date
first above written, and shall continue in force for two years from that
date and thereafter from year to year, provided continuance is approved at
least annually by either the vote of a majority of the Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of
the Fund.
17. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of
its assignment, unless agreed to by the parties hereto.
b. This Agreement shall terminate upon the failure to approve the
continuance of the Agreement after the initial two year term as set
forth in Section 6 above.
c. This Agreement shall terminate at any time upon a vote of the
majority of the Trustees or by a vote of the majority of the
outstanding voting securities of the Trust, upon not less than 60 days
prior written notice to the Distributor.
d. The Distributor may terminate this Agreement upon not less than
60 days prior written notice to the Trust.
Upon the termination of this Agreement, the Trust shall pay to the
Distributor out of Fund assets such compensation and out-of-pocket expenses
as may be due and payable for the period prior to the effective date of
such termination. In the event that the Trust designates a successor to
any of the Distributor's obligations hereunder, the Distributor shall, at
the expense and direction of the Trust on behalf of the Fund, transfer to
such successor all relevant books, records and other data established or
maintained by the Distributor pursuant to the foregoing provisions.
Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 21, 22, 24, 25 and 26
shall survive any termination of this Agreement.
18. AMENDMENT. The terms of this Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except
by a written instrument signed by the Distributor, the Trust and the
Advisor and shall not become effective unless its terms have been approved
by the majority of the Trustees of the Trust or by a "vote of majority of
the outstanding voting securities" of the Fund.
19. NON-EXCLUSIVE SERVICES. The services of the Distributor rendered
to the Trust with respect to the Fund are not exclusive. The Distributor
may render such services to any other investment company and have other
businesses and interests.
20. DEFINITIONS. As used in this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignment," "interested
person" and "affiliated person" shall have the respective meanings
specified in the 1940 Act and the rules enacted thereunder as now in effect
or hereafter amended.
21. CONFIDENTIALITY. The Distributor and the Trust shall treat
confidentially and as proprietary information relating to the Fund, all
records and other information relating to the Fund and prior, present or
potential shareholders and shall not use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except as may be required by administrative or judicial
tribunals or as requested by the Advisor.
22. NOTICE. Any notices and other communications required or
permitted hereunder shall be in writing and shall be effective upon
delivery by hand or upon receipt if sent by certified or registered mail
(postage prepaid and return receipt requested) or by a nationally
recognized overnight courier service (appropriately marked for overnight
delivery) or upon transmission if sent by telex or facsimile (with request
for immediate confirmation of receipt in a manner customary for
communications of such respective type and with physical delivery of the
communication being made by one or the other means specified in this
Section 20 as promptly as practicable thereafter). Notices shall be
addressed as follows:
(a) if to the Advisor:
The Michigan Heritage Fund
C/▇ ▇▇▇▇▇▇▇▇▇ Asset Management, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Mr. C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(b) if to the Trust:
Declaration Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
with a copy to the Advisor
unless such notice is given by the Advisor
(c) if to the Distributor:
Declaration Distributors, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
or to such other respective addresses as the parties shall designate by
like notice, provided that notice of a change of address shall be effective
only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed
and enforced in accordance with the laws of the Commonwealth of
Pennsylvania to the extent that such laws are not preempted by the
provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior written or
oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction. This Agreement may be executed in
two counterparts, each of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
▇▇▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC.
/S/ C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
BY: -----------------------------------
Mr. C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
DECLARATION FUND with respect to
The Michigan Heritage Fund
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: -----------------------------------
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
DECLARATION DISTRIBUTORS, INC.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: -----------------------------------
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
SCHEDULE A
The Michigan Heritage Fund
Portfolio and Fee Schedule
Portfolios covered by Distribution Agreement:
The Michigan Heritage Fund
Fees for distribution and distribution support
services on behalf of the Portfolios:
Annual Fee $ 20,000
Plus standard out-of-pocket expenses including (but not limited to):
postage, courier, telephone line, travel (for compliance purposes and other
required travel), Fund specific costs related to Fund/SERV and Networking,
printing, bank service charges, wire charges, and other standard
miscellaneous items.
SCHEDULE B
Distribution Support Services
1. Provide national broker dealer for Fund registration.
2. Review and submit for approval all advertising and promotional
materials.
3. Maintain all books and records required by the NASD.
4. Monitor Distribution Plan and report to Board of Trustees of the
Trust.
5. Prepare quarterly reports to Board of Trustees of the Trust relating
to distribution activities.
6. Subject to approval of Distributor, license Advisor personnel as
registered representatives of the Distributor.
7. Telemarketing services (additional cost - to be negotiated).
8. Fund fulfillment services, including sampling prospective
shareholders inquiries and related mailings (additional cost - to be
negotiated).